Consent to Assignment of Employment Agreement – H. Michael Krimbill, Heritage Holdings, Inc., and U.S. Propane, L.P.

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Summary

This document records H. Michael Krimbill's consent to the transfer of his Employment Agreement from Heritage Holdings, Inc. to U.S. Propane, L.P. As of February 3, 2002, U.S. Propane will assume all duties and responsibilities previously held by Heritage under the agreement. The consent is given in accordance with the terms of the original Employment Agreement.

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EX-10.10.1 9 h96052ex10-10_1.txt CONSENT OF ASSIGNMENT - H. MICHAEL KRIMBILL EXHIBIT 10.10.1 CONSENT TO ASSIGNMENT OF EMPLOYMENT AGREEMENT Pursuant to Section 7.5 of the Employment Agreement dated as of August 10, 2000, between Heritage Holdings, Inc., a Delaware corporation ("Heritage"), and the undersigned (the "Employee"), the undersigned Employee does hereby consent and agree to (i) the assignment of said Employment Agreement by Heritage to U.S. Propane, L.P., a Delaware limited partnership ("U.S. Propane"), and U.S. Propane's assumption of the duties and responsibilities of Heritage arising under said Employment Agreement. DATED as of February 3, 2002. --------------------------------- H. Michael Krimbill